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According to Moody's, the rating actions taken on the notes result
primarily due to the amortization of the Class A-1L Notes and improvement
in the credit quality of the underlying portfolio since the last rating
action in June 2009.

The overcollateralization ratios of the rated notes have improved as a
result of delevering of the Class A-1L Notes, which have
amortized by approximately $78 million or 28% since the
previous rating action in June 2009. As of the October 2010 trustee
report, the Senior Class A, Class A, Class B-1,
and Class B-2L overcollateralization ratios are reported at 124.0%,
114.9%, 107.0%, and 103.61%,
respectively, versus May 2009 levels of 112.6%,
106.3%, 100.6%, and 96.69%,
respectively, and all related overcollateralization tests are currently
in compliance. Moody's expects delevering to continue as a result
of the end of the deal's reinvestment period in February 2010.

Improvement in the credit quality is observed through an improvement in
the average credit rating (as measured by the weighted average rating
factor) and a decrease in the proportion of securities from issuers rated
Caa1 and below. Based on the October 2010 trustee report,
the weighted average rating factor is 2451 compared to 2755 in May 2009,
and securities rated Caa1 and below make up approximately 5% of
the underlying portfolio versus 11% in May 2009. Moody's
adjusted WARF has also declined since the last rating action due to a
decrease in the percentage of securities with ratings on "Review for Possible
Downgrade" or with a "Negative Outlook." The deal also experienced
a decrease in defaults. In particular, the dollar amount
of defaulted securities has decreased to $23.3mm from approximately
$39.0 million in May 2009.

Due to the impact of revised and updated key assumptions referenced in
"Moody's Approach to Rating Collateralized Loan Obligations" and "Annual
Sector Review (2009): Global CLOs," key model inputs used
by Moody's in its analysis, such as par, weighted average
rating factor, diversity score, and weighted average recovery
rate, may be different from the trustee's reported numbers.
In its base case, Moody's analyzed the underlying collateral pool
to have a performing par and principal proceeds of $291 million,
defaulted par of $23 million, weighted average default probability
of 23.6% (implying a WARF of 3500), a weighted average
recovery rate upon default of 42.1%, and a diversity
score of 46. These default and recovery properties of the collateral
pool are incorporated in cash flow model analysis where they are subject
to stresses as a function of the target rating of each CLO liability being
reviewed. The default probability is derived from the credit quality
of the collateral pool and Moody's expectation of the remaining life of
the collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
trends, and collateral manager latitude for trading the collateral
are also factors.

Avenue CLO Fund Ltd., issued on December 20, 2004,
is a collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

The principal methodology used in this rating was "Moody's Approach to
Rating Collateralized Loan Obligations" rating methodology published in
August 2009.

Moody's Investors Service did not receive or take into account a third
party due diligence report on the underlying assets or financial instruments
related to the monitoring of this transaction in the past six months.

Moody's modeled the transaction using the Binomial Expansion Technique,
as described in Section 2.3.2.1 of the "Moody's Approach
to Rating Collateralized Loan Obligations" rating methodology published
in August 2009.

In addition to the base case analysis described above, Moody's also
performed a number of sensitivity analyses to test the impact on all rated
notes, including the following:

1. Various default probabilities to capture potential defaults
in the underlying portfolio.

2. A range of recovery rate assumptions for all assets to capture
variability in recovery rates.

Below is a summary of the impact of different default probabilities (expressed
in terms of WARF levels) on all rated notes (shown in terms of the number
of notches' difference versus the current model output, where a
positive difference corresponds to lower expected losses), assuming
that all other factors are held equal:

Moody's Adjusted WARF - 20% (2800)

Class A-1L: 0

Class A-2L: +2

Class A3L: +2

Class B-1L: +1

Class B-1F: +1

Class B-2L: +1

Moody's Adjusted WARF + 20% (4200)

Class A-1L: -1

Class A-2L: -1

Class A3L: -1

Class B-1L: -3

Class B-1F: -3

Class B-2L: -1

Below is a summary of the impact of different recovery rate levels on
all rated notes (shown in terms of the number of notches' difference versus
the current model output, where a positive difference corresponds
to lower expected loss), assuming that all other factors are held
equal:

Moody's Adjusted WARR + 2% (44.1%)

Class A-1L: 0

Class A-2L: +1

Class A3L: +1

Class B-1L: +0

Class B-1F: +0

Class B-2L: +0

Moody's Adjusted WARR - 2% (40.1%)

Class A-1L: 0

Class A-2L: 0

Class A3L: 0

Class B-1L: -1

Class B-1F: -1

Class B-2L: 0

Moody's notes that this transaction is subject to a high level of macroeconomic
uncertainty, as evidenced by 1) uncertainties of credit conditions
in the general economy and 2) the large concentration of speculative-grade
debt maturing between 2012 and 2014 which may create challenges for issuers
to refinance. CDO notes' performance may also be impacted by 1)
the managers' investment strategies and behavior, and 2) divergence
in legal interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are described below:

1) Delevering: The main source of uncertainty in this transaction
is whether delevering from unscheduled principal proceeds will continue
and at what pace. Delevering may accelerate due to high prepayment
levels in the loan market and/or collateral sales by the manager,
which may have significant impact on the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations in defaulted
assets reported by the trustee and those assumed to be defaulted by Moody's
may create volatility in the deals' overcollateralization levels.
Further, the timing of recoveries and the manager's decision to
work out versus selling defaulted assets create additional uncertainties.
Moody's analyzed defaulted recoveries assuming the lower of the market
price and the recovery rate in order to account for potential volatility
in market prices.

3) Long-dated assets: The presence of assets that mature
beyond the CLO's legal maturity date exposes the deal to liquidation
risk on those assets. Moody's assumes an asset's terminal
value upon liquidation at maturity to be equal to the lower of an assumed
liquidation value (depending on the extent to which the asset's
maturity lags that of the liabilities) and the asset's current market
value.

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Information sources used to prepare the credit rating are the following:
parties involved in the ratings, public information, and confidential
and proprietary Moody's Investors Service information.

Moody's Investors Service considers the quality of information available
on the issuer or obligation satisfactory for the purposes of maintaining
a credit rating.

Further information on Moody's analysis of this transaction is available
on www.moodys.com. In addition, Moody's publishes
a weekly summary of structured finance credit, ratings and methodologies,
available to all registered users of our web site, at www.moodys.com/SFQuickCheck.

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of each rating category and the definition of default and recovery.

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